Item 7.01 Regulation FD Disclosure
The investor presentation, the Company's website and the other information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This Current Report on Form 8-K includes information regarding the proposed
transaction between the Company and Cloudmed, a leader in Revenue Intelligence™
solutions for healthcare providers. This Current Report on Form 8-K does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The Company intends to file a registration statement on Form S-4
with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement / prospectus and all other relevant
documents filed or that will be filed with the
The documents filed by the Company with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be contained in the proxy statement / prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
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Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
generally relate to future events and relationships, plans, future growth and
future performance, including, but not limited to, statements about the expected
timing, completion and effects of the proposed transaction, our strategic
initiatives, our capital plans, our costs, our ability to successfully implement
new technologies, our future financial and operational performance and our
liquidity. These statements are often identified by the use of words such as
"anticipate," "believe," "estimate," "expect," "intend," "designed," "may,"
"plan," "predict," "project," "target," "contemplate," "would," "seek," "see"
and similar expressions or variations or negatives of these words, although not
all forward-looking statements contain these identifying words. These statements
are based on various assumptions, whether or not identified in this
presentation, and on the current expectations of the Company's and Cloudmed's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, assurance,
prediction or definitive statement of fact or probability. Actual outcomes and
results may differ materially from those contemplated by these forward-looking
statements as a result of uncertainties, risks, and changes in circumstances,
including but not limited to risk and uncertainties related to: (i) the ability
of the parties to consummate the proposed transaction in a timely manner or at
all; (ii) satisfaction of the conditions precedent to the consummation of the
proposed transaction, including the receipt of required regulatory and
shareholder approvals; (iii) the Company's ability to timely and successfully
achieve the anticipated benefits and potential synergies of the proposed
transaction, and (iv) the impact of health epidemics, including the COVID-19
pandemic, on our business and any actions that we may take in response thereto.
Additional risks and uncertainties that could cause actual outcomes and results
to differ materially from those contemplated by the forward-looking statements
are included under the heading "Risk Factors" in our annual report on Form 10-K
for the year ended
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions.
Item 9.01 Financial Statements and Exhibits (d) Exhibit Number Description 99.1 Presentation dated January 1 0 , 202 2 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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